HYDG.L Regulatory News (HYDG)

5 Dec 2007 07:01

Hydrogen Group PLC05 December 2007 Hydrogen Group PLC5 December 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OF SUCH JURISDICTION 5 December 2007 Hydrogen Group Plc Possible recommended offer for Imprint Group plc The Board of Hydrogen Group plc ("Hydrogen") notes the announcement made by OPDGroup plc ("OPD") yesterday, 4 December 2007, of the posting of its offerdocument containing OPD's recommended offer for Imprint Group plc ("Imprint "). The Board of Hydrogen strongly urges Imprint shareholders to take no action withregard to the OPD offer at this time. On 6 November 2007, Hydrogen announced it had made an approach to the Board ofImprint regarding a possible recommended offer for the entire issued, and to beissued, share capital of Imprint on the basis of 0.461 new Hydrogen shares foreach Imprint share. The proposal, if made, would value each Imprint share at119.9 pence based on the closing share price of a Hydrogen share on 4 December2007 of 260 pence. Hydrogen notes that the OPD offer, based on the closing share price of OPD of208.5 pence on 4 December 2007, values each Imprint share at 84.5 pence,materially below Hydrogen's possible proposal and materially below the closingImprint share price on 4 December 2007 of 92.9 pence. Hydrogen also notes that undertakings to support the OPD offer amount to lessthat 2% of the Imprint issued share capital. Hydrogen continues to work with Imprint and its advisers towards completing theoutstanding areas of due diligence with a view to announcing its proposal, on arecommended basis, as soon as practicable. Hydrogen reserves the right to waive, in whole or part, any of the outstandingpre-conditions (as set out in the announcement by Hydrogen on 6 November 2007)attached to its proposal at its sole discretion. Whilst the discussions are at an advanced stage, there is no certainty that anoffer will be forthcoming, even if the pre-conditions are satisfied or waived.Accordingly this announcement does not constitute a firm intention to make anoffer under Rule 2.5 of the Takeover Code. Any offer, if made, will containcustomary terms and conditions for a UK public offer. A further announcement will be made when appropriate. Enquiries: Hydrogen Group plcTelephone: 020 7845 4120Ian TempleTim Smeaton Dresdner Kleinwort (Financial adviser to Hydrogen)Telephone: 020 7623 8000Chris TrenemanChristian Littlewood Oriel Securities (NOMAD and broker to Hydrogen)Telephone: 020 7710 7600David ArchLuke Webster Hudson Sandler (Financial PR adviser to Hydrogen)Telephone: 020 7796 4133Andrew HayesKate Hough This announcement does not constitute an offer to sell, or an invitation topurchase, any securities or the solicitation of any vote or approval in anyjurisdiction. Dresdner Kleinwort Limited and Oriel Securities Limited, who are authorised andregulated in the United Kingdom by the Financial Services Authority, are actingexclusively for Hydrogen and for no one else in connection with the mattersreferred to in this announcement and will not be responsible to anyone otherthan Hydrogen for providing the protections afforded to each of their customersin connection with the matters referred to in this announcement. Dealing disclosure requirements under the provisions of Rule 8.3 of the CityCode, if any person is, or becomes, "interested" (directly or indirectly) in 1per cent. or more of any class of " relevant securities" of Imprint or Hydrogen,all "dealings" in any "relevant securities" of Imprint or Hydrogen (including bymeans of an option in respect of, or a derivative referenced to, any such"relevant securities") must be publicly disclosed by no later than 3.30 p.m.(London time) on the Business Day following the date of the relevanttransaction. This requirement will continue until the Effective Date (or suchlater date(s) as the Panel may specify). If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Imprint or Hydrogen, they willbe deemed to be a single person for the purposes of Rule 8.3 of the City Code. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Imprint or Hydrogen by Imprint or Hydrogen, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to the application of Rule 8of the Code to you, please contact an independent financial adviser authorisedunder the Financial Services and Markets Act 2000, consult the Panel's websiteat www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)20 7382 9026; fax +44 (0) 20 7236 7005. This information is provided by RNS The company news service from the London Stock Exchange